Kroger (NYSE: KR) director granted deferred phantom stock units

Rhea-AI Filing Summary

Chao Elaine L. reported acquisition or exercise transactions in this Form 4 filing.

Kroger Co. director Elaine L. Chao received a grant of 387.9693 phantom stock units under a deferred compensation arrangement, with a reference value of $67.66 per phantom share. Each phantom share represents a right to receive in cash the value of one Kroger common share when her deferred compensation is distributed.

The phantom stock is payable in cash following the end of her service as an Independent Director. After this grant, she holds 6060.5913 phantom stock units and 4083.5120 Kroger common shares directly. This is a compensation-related award, not an open-market stock trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chao Elaine L.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Deferred Comp	387.969	$67.66	$26K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Deferred Comp — 6,060.591 shares (Direct); Common Stock — 4,083.512 shares (Direct)

Footnotes (1)

1. Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account. Shares of phantom stock are payable in cash following termination of the reporting person's services as an Independent Director of The Kroger Co.

Key Figures

Phantom stock units granted: 387.9693 units Reference price per phantom share: $67.66 per share Total phantom stock after grant: 6060.5913 units +1 more

4 metrics

Phantom stock units granted 387.9693 units Grant of Phantom Stock - Deferred Comp on March 31, 2026

Reference price per phantom share $67.66 per share Value used for phantom stock grant on March 31, 2026

Total phantom stock after grant 6060.5913 units Phantom stock balance following the March 31, 2026 award

Common shares held directly 4083.5120 shares Direct Kroger common stock holdings as of March 31, 2026

Key Terms

Phantom Stock - Deferred Comp, deferred compensation account, Independent Director

3 terms

Phantom Stock - Deferred Comp financial

"security_title: "Phantom Stock - Deferred Comp""

deferred compensation account financial

"represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account"

Independent Director financial

"following termination of the reporting person's services as an Independent Director of The Kroger Co."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chao Elaine L.

(Last) (First) (Middle)

THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI OHIO 45202

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								4,083.512	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock - Deferred Comp	(1)	03/31/2026		A		387.9693		(2)	(2)	Common Stock	387.9693	$67.66	6,060.5913	D

Explanation of Responses:

1. Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account.

2. Shares of phantom stock are payable in cash following termination of the reporting person's services as an Independent Director of The Kroger Co.

	/s/ Elaine L. Chao, by Stacey M. Heiser, Attorney-in-Fact	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kroger (KR) director Elaine L. Chao report in this Form 4?

Elaine L. Chao reported receiving a grant of 387.9693 phantom stock units tied to Kroger common stock. The award is part of deferred compensation and increases her phantom stock holdings to 6060.5913 units, alongside 4083.5120 Kroger common shares held directly.

What is "Phantom Stock - Deferred Comp" in Kroger’s filing for KR?

Phantom Stock - Deferred Comp represents bookkeeping units that mirror Kroger common stock value but are settled in cash. Each phantom share tracks one common share’s value and is paid out from the director’s deferred compensation account rather than delivered as actual stock.

Does this Kroger (KR) Form 4 show Elaine L. Chao buying or selling stock?

The Form 4 shows a grant or award acquisition of phantom stock, not an open-market purchase or sale. The transaction code indicates a compensation-related award, and the phantom shares are ultimately payable in cash based on Kroger’s common stock value.

When will Elaine L. Chao’s Kroger phantom stock units be paid out?

The phantom stock units are payable in cash after her service as an Independent Director ends. At that time, each phantom share entitles her to cash equal to the value of one Kroger common share from her deferred compensation account.

How many Kroger phantom stock units and common shares does Elaine L. Chao now hold?

After this grant, Elaine L. Chao holds 6060.5913 phantom stock units in her deferred compensation account and 4083.5120 Kroger common shares directly. The phantom units track Kroger’s share value but are ultimately settled in cash rather than stock delivery.